EDMONTON, Feb. 13 /CNW/ - Cyplasin Biomedical Ltd., announced today that
it has entered into a Letter of Intent (LOI) with Vancouver based Pacific
Therapeutics Ltd (PTL) to effect a reverse take over of 100% of the Company.
The terms of the LOI include:
1. Consolidation of 38,984,000 Cyplasin shares on a 40:1 basis to
974,600 common shares outstanding and no preferred shares. This
consolidation was completed February 2, 2009 and the consolidated
shares are listed under the new trading symbol OTCBB - CPBM.
2. Cyplasin will upon completion of the RTO issue approximately
11,666,669 of its common shares to PTL shareholders in exchange for
their outstanding shares and will change its name to Pacific
Therapeutics Inc. or another name acceptable to PTL.
3. Both Professor Petzelt and Mr. Galley have tendered their
resignations from the company. Mr. Likes will stay with the Company
until completion of the RTO, at which time he will step down as
President\CEO. The current management and Board of Directors of
Pacific Therapeutics will then continue on with the new organization.
4. As part of the ongoing activities post RTO, Pacific Therapeutics will
use commercial best efforts to raise the required funding to advance
the business of the new Company.
5. Closing of the RTO is expected to be completed on or before March 30,
2009, following completion of all closing conditions.
About Pacific Therapeutics Ltd.
Pacific Therapeutics Ltd. (PTL) is a Clinical stage Specialty
Pharmaceutical Company, poised to begin Clinical Trials. Incorporated in
September of 2005 under the British Columbia Company Act, the company is
focused on developing drugs for diseases of excessive scarring including
Idiopathic Pulmonary Fibrosis (IPF) and Liver Cirrhosis. Pacific's strategy
includes reformulating approved drugs to increase efficacy and patient
compliance. PTL is able to reduce the time to market because these drugs are
already approved and have established safety records. The first drug the
company is targeting is approved to treat Intermittent Claudication (IC) and
has also shown anti-fibrosis (anti-scarring) activity. A new formulation of
this drug could reach sales in excess of $120 million by 2010 and grow to
maximum annual sales of $700 million in IC. The second compound approved for a
different indication would be developed in parallel and could reach the market
in 2010. A future combination of these products for human fibrosis represents
a market opportunity in excess of $4 billion and opens the door to partnership
opportunities with large pharmaceutical companies.
Forward Looking Statements
This news release contains "forward-looking statements", as that term is
defined in Section 27A of the United States Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Statements in this current report
which are not purely historical are forward-looking statements and include any
statements regarding beliefs, plans, expectations or intentions regarding the
future. Such forward-looking statements include, among other things:
- the completion of the acquisition of all the issued and outstanding
shares of PTL;
- the receipt of director approvals required for the acquisition; and
- the satisfactory completion of due diligence reviews by the parties
to the acquisition.
Actual results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among others, the
inherent uncertainty of financial estimates and projections, the competitive
and regulatory environment for cancer treatments, stock market conditions,
unforeseen technical difficulties and our ongoing ability to operate a
business and obtain financing. These forward-looking statements are made as of
the date of this news release, and we assume no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
Although we believe that our beliefs, plans, expectations and intentions
contained in this current report are reasonable, there can be no assurance
that such beliefs, plans, expectations or intentions will prove to be
accurate. Investors should consult all of the information set forth herein and
should also refer to the risk factors disclosure outlined in our quarterly
reports on Form 10-Q and our other periodic reports filed from time-to-time
with the Securities and Exchange Commission pursuant to the Securities
For further information:
For further information: Garth Likes, Cyplasin Biomedical Ltd., Email
Address: firstname.lastname@example.org, Website URL: www.cyplasin.com; Doug Unwin,
Pacific Therapeutics Ltd, President, CEO, Phone: (604) 738-1049, Fax: (604)
738-1094, Website: http://www.pacifictherapeutics.com/